8-K - MGY - Equibles


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549 __________________
FORM 8-K __________________ CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934<br><br>Date of Report (Date of earliest event reported): September 21, 2022<br>__________________
Magnolia Oil & Gas Corporation (Exact name of registrant as specified in its charter)
Delaware<br><br>(State or other jurisdiction of incorporation<br><br>or organization)	001-38083<br><br>(Commission <br>File Number)	81-5365682<br>(I.R.S. Employer <br>Identification Number)

Nine Greenway Plaza , Suite 1300

Houston , TX **** 77046

( 713 ) 842-9050 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________ Not Applicable

(Former name or former address, if changed since last report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 Per Share	MGY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 21, 2022, Magnolia Oil & Gas Company (the “Company”) announced that Stephen Chazen, who had served as the Company’s Chairman, President and Chief Executive Officer since 2018, was no longer able to serve in his positions due to serious health reasons, and appointed Christopher Stavros as President and Chief Executive Officer and as a director. On such date, Dan Smith, who previously served as the Company’s Lead Independent Director, was appointed to serve as Chairman of the Board of Directors (the “Board”). On September 23, 2022, the Company announced that Mr. Chazen passed away and the resulting Board vacancy was removed.

Mr. Stavros has been employed by the Company since 2018, most recently as Executive Vice President and Chief Financial Officer. Mr. Stavros will continue to serve as the Chief Financial Officer of the Company until a permanent successor is appointed. Prior to joining the Company, Mr. Stavros served as Senior Vice President and Chief Financial Officer of Occidental Petroleum Corporation. Mr. Stavros holds a BSBA degree from Boston University and an MBA from the University of Rochester. Additional information regarding Mr. Stavros’ business experience is included in the Company’s SEC filings and on its website.

There are no transactions between the Company and Mr. Stavros that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Stavros and any other person pursuant to which he was selected to serve as a director of the Board. Mr. Stavros will not receive any compensation for his service as a director.

Item 7.01 Regulation FD Disclosure

On September 21, 2022, the Company issued a press release announcing the changes at the officer and director levels. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 23, 2022, the Company issued a press release announcing Mr. Chazen’s passing. A copy of the press release is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit<br><br>Number		Description
99.1		Press release dated September 21, 2022
99.2		Press release dated September 23, 2022
104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Timothy
	Magnolia Oil & Gas Corporation
	By:	/s/ Timothy D. Yang
		Name: Timothy D. Yang<br>Title: Executive Vice President, General Counsel, Corporate Secretary & Land

Dated: September 23, 2022

Exhibit 99.1 ‌

Magnolia Oil & Gas Corporation Appoints Christopher Stavros as President and Chief Executive Officer and to the Board of Directors

HOUSTON, TX, September 21, 2022 - Magnolia Oil & Gas Corporation (“Magnolia” or the “Company”) (NYSE: MGY) today announced that Christopher Stavros, the Company’s current Executive Vice President and Chief Financial Officer, has been named President and Chief Executive Officer, and has been appointed to the Board of Directors, effective immediately. Stephen Chazen, who has served as Chairman, President and Chief Executive Officer since 2018 will no longer be able to serve in his positions due to serious health reasons.

“First and foremost, we would like to extend our deep support to Steve’s family,” said Dan Smith, who previously served as Magnolia’s Lead Independent Director and has been named as Chairman of the Board. “Steve is an exceptionally talented and revered leader, who will leave an extraordinary legacy on our industry. Not only has Steve led an evolution of Magnolia, but his influence has also shaped the oil & gas landscape and the greater business and Houston communities. He cares deeply about Magnolia and our employees and created opportunities for many throughout his career. We share a commitment to carrying out the initiatives Steve developed, both inside Magnolia and in our local communities.”

Mr. Smith continued, “Steve has always expressed his utmost confidence in Chris, and the Board believes Chris is uniquely qualified and the right person to lead Magnolia. Our Board has engaged in thoughtful long-term succession planning, and today’s announcement demonstrates the strength of that process as well as our depth of talent to drive the Company’s business plan and continued success.”

Mr. Stavros said, “I have had the honor for almost two decades to call Steve not only a mentor and colleague, but also a dear friend. Steve is a charismatic and transformational leader with a passion for our business. We are all privileged to have worked with Steve and are grateful for the impact he has had on us. I step into this role confident that Magnolia is well positioned to successfully execute our strategic plan.”

Mr. Stavros will continue to serve as the Company’s Chief Financial Officer until a permanent successor is appointed.

About Christopher Stavros

Prior to his appointment as President, Chief Executive Officer and member of the Board of Directors, Christopher Stavros served as the Company’s Executive Vice President and Chief Financial Officer since Magnolia’s inception. Mr. Stavros has 30 years of experience in the energy and financial industries. He most recently served as Senior Vice President and Chief Financial Officer of Occidental Petroleum Corporation (“Occidental”). Mr. Stavros joined Occidental in 2005 and was named Chief Financial Officer in 2014 having previously served as Vice President, Investor Relations and Treasurer. Mr. Stavros retired from Occidental in May 2017. Prior to joining Occidental in 2005, Mr. Stavros was a Senior Analyst at UBS with coverage of the Oil and Gas sector.

Mr. Stavros received his BSBA from Boston University and received his MBA from the University of Rochester.

Exhibit 99.1 ‌

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow. For more information, visit www.magnoliaoilgas.com.

Contacts for Magnolia Oil & Gas Corporation

Investors

Brian Corales

(713) 842-9036

bcorales@mgyoil.com

Media

Art Pike

(713) 842-9057

apike@mgyoil.com

Exhibit 99.2

Magnolia Oil & Gas Corporation Mourns the Passing of Former Chairman, President and Chief Executive Officer Stephen Chazen

HOUSTON, TX, September 23, 2022 – It is with great sadness that Magnolia Oil & Gas Corporation (“Magnolia” or the “Company”) (NYSE: MGY) mourns the passing of former Chairman, President and Chief Executive Officer, Stephen Chazen.

On behalf of the entire Magnolia team, Chris Stavros, President and Chief Executive Officer, said, “We are greatly saddened by Steve’s passing, and extend our thoughts and sympathies to his family. As Magnolia’s founder, Steve has left an indelible mark on the Company, the oil and gas industry and the greater Houston community. Professionally, Steve had a profound impact on how E&P companies are managed with an objective of creating long-lasting shareholder value. He was the type of businessman who didn’t follow trends, but rather established trends. Steve always had a great affinity for investors and enjoyed interacting with them.

Steve’s significant professional accomplishments are exceeded only by his humanitarianism and philanthropic generosity that has touched the lives of countless individuals. He spent much of his non-business-related time focusing on areas he cared deeply for including education, health care and the environment. As much as Steve was a wonderful leader, he was an even greater person.”

Mr. Chazen served on the University of Houston System Board of Regents, as a director of the Houston Methodist Institute for Academic Medicine, on the Advisory Board at Rice University’s Baker Institute for Public Policy and the U.S. National Park Foundation. He is a former Chairman of the Board of the American Petroleum Institute and the Catalina Island Conservancy. Most recently, he served as Chairman of the Board of Occidental Petroleum Corporation.

Contacts

Investors

Brian Corales (713) 842-9036 bcorales@mgyoil.com

Media

Art Pike (713) 842-9057 apike@mgyoil.com